§ 26-44-104 — Registration of insurers; group capital calculations; liquidity stress test results

(a) Every insurer which is authorized to do business in
this state and which is a member of an insurance holding company
system shall register with the commissioner, except a foreign
insurer subject to registration requirements and standards
adopted by statute or regulation in the jurisdiction of its
domicile which are substantially similar to those contained in
this section, W.S. 26-44-105(a), 26-44-106 and 26-44-108 and a
provision which substantially requires each registered insurer
to keep current the information required to be disclosed in its
registration statement by reporting all material changes or
additions within fifteen (15) days after the end of the month in
which it learns of each such change or addition.
(b) Any insurer which is subject to registration under
this section shall register within fifteen (15) days after it
becomes subject to registration, and annually thereafter by July
1 of each year for the previous calendar year, unless the
commissioner for good cause shown extends the time for
registration, and then within the extended time. The
commissioner may require any insurer authorized to do business
in the state which is a member of an insurance holding company
system, and which is not subject to registration under this
section, to furnish a copy of the registration statement, the
summary specified in W.S. 26-44-104(d) or other information
filed by the insurance company with the insurance regulatory
authority of the domiciliary jurisdiction.
(c) Every insurer subject to registration shall file the
registration statement containing any information required by
regulation by the commissioner and in the form prescribed by
regulation by the commissioner, which shall contain the
following current information:
(i) The capital structure, general financial
condition, ownership and management of the insurer and any
person controlling the insurer;
(ii) The identity and relationship of every member of
the insurance holding company system;
(iii) The following agreements in force, and
transactions currently outstanding or which have occurred during
the last calendar year between the insurer and its affiliates:
(A) Loans, other investments, or purchases,
sales or exchanges of securities of the affiliates by the
insurer or of the insurer by its affiliates;
(B) Purchases, sales or exchange of assets;
(C) Transactions not in the ordinary course of
business;
(D) Guarantees or undertakings for the benefit
of an affiliate which result in an actual contingent exposure of
the insurer's assets to liability, other than insurance
contracts entered into in the ordinary course of the insurer's
business;
(E) All management agreements, service contracts
and all cost-sharing arrangements;
(F) Reinsurance agreements;
(G) Dividends and other distributions to
shareholders; and
(H) Consolidated tax allocation agreements.
(iv) Any pledge of the insurer's stock, including
stock of any subsidiary or controlling affiliate, for a loan
made to any member of the insurance holding company system;
(v) If requested by the commissioner, the insurer
shall include financial statements of or within an insurance
holding company system, including all affiliates. Financial
statements may include but are not limited to annual audited
financial statements filed with the United States Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended. An
insurer required to file financial statements pursuant to this
paragraph may satisfy the request by providing the commissioner
with the most recently filed parent corporation financial
statements that have been filed with the SEC;
(vi) Other matters concerning transactions between
registered insurers and any affiliates as may be included from
time to time in any registration forms adopted or approved by
the commissioner;
(vii) Statements that the insurer's board of
directors oversees corporate governance and internal controls
and that the insurer's officers or senior management have
approved, implemented, and continue to maintain and monitor
corporate governance and internal control procedures;
(viii) Any other information required by the
commissioner by rule or regulation.
(d) All registration statements shall contain a summary
outlining all items in the current registration statement
representing changes from the prior registration statement.
(e) Information need not be disclosed on the registration
statement filed pursuant to subsection (b) of this section if
the information is not material for the purposes of this
section. Unless the commissioner by rule, regulation or order
provides otherwise, sales, purchases, exchanges, loans or
extensions of credit, investments or guarantees involving one-
half of one percent (.5%) or less of an insurer's admitted
assets as of December 31, of the year immediately preceding are
not material for purposes of this section. As used in this
subsection, "material" shall not apply for purposes of the group
capital calculation or the NAIC liquidity stress test framework.
(f) Each registered insurer shall report to the
commissioner all dividends and other distributions to
shareholders within fifteen (15) business days following the
declaration of the dividend or distribution.
(g) Any person within an insurance holding company system
subject to registration is required to provide complete and
accurate information to an insurer where the information is
reasonably necessary to enable the insurer to comply with the
provisions of this act.
(h) The commissioner shall terminate the registration of
any insurer which demonstrates that it no longer is a member of
an insurance holding company system.
(j) The commissioner may require or allow two (2) or more
affiliated insurers subject to registration under this act to
file a consolidated registration statement.
(k) The commissioner may allow an insurer which is
authorized to do business in this state and which is part of an
insurance holding company system to register on behalf of any
affiliated insurer which is required to register under
subsection (a) of this section and to file all information and
material required to be filed under this section.
(m) Any person may file with the commissioner a disclaimer
of affiliation with any authorized insurer or the disclaimer may
be filed by the insurer or any member of an insurance holding
company system. The disclaimer shall fully disclose all
material relationships and bases for affiliation between the
person and the insurer as well as the basis for disclaiming the
affiliation. A disclaimer of affiliation shall be deemed to
have been approved unless the commissioner, within thirty (30)
days following receipt of a complete disclaimer, notifies the
filing party the disclaimer is disallowed. In the event of
disallowance, the disclaiming party may request an
administrative hearing, which shall be granted. The disclaiming
party shall be relieved of its duty to register under this
section if approval of the disclaimer has been granted by the
commissioner, or if the disclaimer is deemed to have been
approved.
(n) Beginning July 1, 2014, the ultimate controlling
person of every insurer subject to registration shall also file
an annual enterprise risk report. The report shall, to the best
of the ultimate controlling person's knowledge and belief,
identify the material risks within the insurance holding company
system that could pose enterprise risk to the insurer. The
report shall be filed with the lead state commissioner of the
insurance holding company system as determined by the procedures
within the Financial Analysis Handbook adopted by the National
Association of Insurance Commissioners.
(o) The failure to file a registration statement or any
summary of the registration statement or enterprise risk filing
required by this section within the time specified for filing
shall be a violation of this section.
(p) Except as otherwise provided in this subsection, the
ultimate controlling person of every insurer subject to
registration under this section shall concurrently file with the
registration an annual group capital calculation, including the
group capital ratio produced within the calculation, as directed
by the lead state commissioner. The report shall be completed in
accordance with the NAIC group capital calculation instructions,
which may permit the lead state commissioner to allow a
controlling person that is not the ultimate controlling person
to file the group capital calculation. The report shall be filed
with the lead state commissioner of the insurance holding
company system as determined by the commissioner in accordance
with the procedures within the financial analysis handbook
adopted by the NAIC. The following shall apply to this
subsection:
(i) The following insurance holding company systems
are exempt from filing the group capital calculation:
(A) An insurance holding company system that has
only one (1) insurer within its holding company structure, that
only writes business and is only licensed in its domestic state,
and that assumes no business from any other insurer;
(B) An insurance holding company system that is
required to perform a group capital calculation specified by the
United States federal reserve board. The lead state commissioner
shall request the calculation from the United States federal
reserve board under the terms of information sharing agreements
in effect. If the United States federal reserve board cannot
share the calculation with the lead state commissioner, the
insurance holding company system is not exempt from the group
capital calculation filing;
(C) An insurance holding company system whose
non-United States group wide supervisor is located within a
reciprocal jurisdiction as described in W.S. 26-5-112(j)(ii)
that recognizes the United States state regulatory approach to
group supervision and group capital;
(D) An insurance holding company system:
(I) That provides information to the lead
state that meets the requirements for accreditation under the
NAIC financial standards and accreditation program, either
directly or indirectly through the group wide supervisor, who
has determined such information is satisfactory to allow the
lead state to comply with the NAIC group supervision approach,
as detailed in the NAIC financial analysis handbook; and
(II) Whose non-United States group wide
supervisor who is not in a reciprocal jurisdiction recognizes
and accepts, as specified by the commissioner in regulation, the
group capital calculation as the world wide group capital
assessment for United States insurance groups who operate in
that jurisdiction.
(ii) Notwithstanding subparagraphs (i)(C) and (D) of
this subsection, a lead state commissioner shall require the
group capital calculation for United States operations of any
non-United States based insurance holding company system where,
after any necessary consultation with other supervisors or
officials, it is deemed appropriate by the lead state
commissioner for prudential oversight and solvency monitoring
purposes or for ensuring the competitiveness of the insurance
marketplace;
(iii) Notwithstanding the exemptions from filing the
group capital calculation stated in subparagraphs (i)(A) through
(D) of this subsection, the lead state commissioner has the
discretion to exempt the ultimate controlling person from filing
the annual group capital calculation or to accept a limited
group capital filing or report in accordance with criteria as
specified by the commissioner in regulation;
(iv) If the commissioner determines that an insurance
holding company system no longer meets one (1) or more of the
requirements for an exemption from filing the group capital
calculation under this subsection, the insurance holding company
system shall file the group capital calculation at the next
annual filing date unless given an extension by the lead state
commissioner based on reasonable grounds shown.
(q) The ultimate controlling person of every insurer
subject to registration and also scoped into the NAIC liquidity
stress test framework shall file the results of a specific
year's liquidity stress test. The filing shall be made to the
lead state insurance commissioner of the insurance holding
company system as determined by the procedures within the
financial analysis handbook adopted by the NAIC, subject to the
following:
(i) The NAIC liquidity stress test framework shall
include scope criteria applicable to a specific data year. These
scope criteria shall be reviewed at least annually by the
financial stability task force or its successor. Any change to
the NAIC liquidity stress test framework or to the data year for
which the scope criteria are to be measured shall be effective
on January 1 of the year following the calendar year when the
changes are adopted. Insurers meeting at least one (1) threshold
of the scope criteria are considered scoped into the NAIC
liquidity stress test framework for the specified data year
unless the lead state insurance commissioner, in consultation
with the NAIC financial stability task force or its successor,
determines the insurer should not be scoped into the framework
for that data year. Similarly, insurers that do not trigger at
least one (1) threshold of the scope criteria shall be
considered scoped out of the NAIC liquidity stress test
framework for the specified data year, unless the lead state
insurance commissioner, in consultation with the NAIC financial
stability task force or its successor, determines the insurer
should be scoped into the framework for that data year;
(ii) The performance of, and filing of the results
from, a specific year's liquidity stress test shall comply with
the NAIC liquidity stress test framework's instructions and
reporting templates for that year and any lead state insurance
commissioner determinations, in conjunction with the financial
stability task force or its successor, provided within the
framework.